ASCAP’s Troubling “Friends and Family” Board Election Policy

By • October 16, 2008

It’s a fact that ASCAP’s Board of Directors wields an awesome amount of power as they decide, in secret, the distribution of upwards of three quarters of a billion dollars in performance royalties every year to ASCAP’s members. The extreme secrecy that the ASCAP Board shrouds its meetings in, where ASCAP members are not allowed to know what is said or voted upon, or even which board members attend, provides an environment where there is little transparency and virtually no accountability for individual board members to the membership. This massive secrecy has had the result of turning ASCAP Board elections into popularity contests, rather than elections based on track records, voting records, attendance records, and the actual work that individual ASCAP Board members have done during their terms.

It’s also a fact that the ASCAP Board has created various rules and provisions that have had the effect of virtually guaranteeing the re-election of any board member who runs for re-election – at least that’s been the result since these rules were created by the ASCAP Board in 2000 and put into place in 2001. These new policies include requirements created by the ASCAP board that have virtually eliminated the practical ability of members to be listed on the Board election ballots by petition, resulting in the board’s own nominating committee handpicking the “opponents” for each election – opponents that, unless there is an opening created by an incumbent board member who does not run for re-election, always lose. The final icing on the cake of ASCAP’s troubling election process is the fact that ASCAP has consistently refused to release any vote counts from the Board elections, and refuses to even disclose the number of ASCAP writer members who are eligible to vote. Numbers including the number of potential voters and the number of votes cast represent the fundamental basis of integrity and accountability in any democratic election process, yet ASCAP for years has refused to release them. The board could change this policy with the stroke of a pen, but has not, and ASCAP members should wonder why.

The apparent concern the ASCAP Board has for the election process comes into focus clearly when looking at their actions when a board members resigns, decides not to run, or is unable to continue as a board member due to death or illness. What has emerged over recent years is a very clear “friends and family” policy where instead of honoring the wishes of the membership as expressed by votes cast in the election process, a friend or family member is selected in secret to fill board vacancies and become an “instant incumbent,” always being re-elected as all incumbents are, due to the polices described above.

Strictly speaking, the ASCAP Board’s rules give it a great amount of flexibility in terms of how it fills board vacancies, and choosing friends or family members to become incumbent board members is certainly within the powers granted to the board by ASCAP’s rules when it comes to filling replacement board positions. But remember, this is the organization that promises its members:

“ASCAP is the only U.S. performing rights organization created and controlled by composers, songwriters and music publishers, with a Board of Directors elected by and from the membership.”

History shows us that in the case of ASCAP board vacancies, instead of honoring and respecting the wishes of the membership as expressed in the election process, the ASCAP Board has, time after time, selected friends and family members to fill board vacancies. Here are some examples:

1. Just this month, the ASCAP Board chose music executive Caroline Bienstock to fill the board seat previously held by her father, Freddy. Caroline was not on the ballot in the most recent election in 2007.

2. In 2002, the ASCAP Board filled the seat of resigned score composer Mark Isham with country writer Wayland Holyfield, the 10th runner-up in the previous election. The 1st runner-up in that election was veteran score composer John Cacavas. As an incumbent, like all other incumbents, Holyfield has gone on to be re-elected in every election since then.

3. Immediately after the 2007 ASCAP Board Election results were announced, newly-elected score composer Charles Bernstein immediately resigned. Bernstein had been elected when composer James Newton Howard decided not to run for re-election. Upon his resignation, the ASCAP Board chose composer Richard Bellis to fill Bernstein’s slot, despite the fact that according to several sources close to ASCAP, Bellis was not the first runner-up in the election held just weeks before.

4. Later in 2007, the ASCAP Board filled the seat of resigned board member James “Jimmy Jam” Harris with Valerie Simpson, who was not on the ballot in the election held only months before.

I mean no disrespect to any of the Board members discussed in this article, and frankly have no way of knowing what kind of a job they’re doing on the Board since the Board’s secrecy rules prevent ASCAP members from knowing these details. I am merely pointing out the method by which they were selected, not elected by the membership, for their positions. It is the process that troubles me, not the individual board members involved.

And this process has created a very clear result: in the case of new board members since 2001, it is the ASCAP Board working in secret, not the membership through the election process, who has chosen new board members. This, from the organization that promises, “a Board of Directors elected by and from the membership.”

These selections beg the question, “Why not respect the membership and choose the next runner-up in the most recent election?” By honoring the member’s choices as expressed by their votes, a continuity of the democratic process is created that, to me, is vastly preferable to secret selections made by handpicking friends and family members, especially when being an incumbent board member at ASCAP is practically a guarantee of re-election, at least since 2001.

Where honoring the election process represents the voices of tens of thousands of ASCAP members, handpicking friends and family members represents the voices of 24 board members operating in secret – are we really saying that 24 secret votes of incumbent board members are more representative of the ASCAP membership than the votes of tens of thousands of ASCAP members?

I asked composer board member Doug Wood about this policy, and he responded, “According to the Articles of Association, the obligation of the board is to do what it can to ensure that all constituent groups are represented. We have lots of groups of writers and publishers who may not vote in large enough numbers to elect someone to the Board, yet they need and deserve representation. In theory, I agree with the notion that when it needs to replace a member, the Board should consider the person with the highest number of votes in the last election first before other candidates are considered. But I think ultimately the Board needs the freedom to act responsibly, and not be locked into a set formula.”

Composer Chris Alpiar, President of the new International Alliance of Composers (visit www.iacomp.org), a new nonprofit advocacy organization representing film and television composers, said, “I believe the response of the ASCAP Board to appoint a friend or family member for replacement positions on the ASCAP Board, even temporarily, would make more sense if ASCAP members had a fair and reasonable way to have our voice heard and have candidates placed on the ballot to compete with that appointment when that term is over. However, seeing as we are faced with this incredible rule of being required to have 1,331 hand-signed hard-copy petitions by qualified ASCAP members, when we have no means to know who is qualified to even sign the petition or not without asking for sensitive personal financial data, it is well past the lines of reasonability. These board member ‘appointments’ come down to maintaining the status-quo on the ASCAP board of directors”

In the end, it is members who can and must hold ASCAP Board members responsible for their actions and inactions on the Board through the election process. But this is only possible if the election process as well as the track records of individual Board members are open, transparent, and accessible to regular ASCAP members, and if the specific wishes of ASCAP members, as expressed through the election process, are honored by the ASCAP Board.

Comments

By Carlos da Silveira on October 21st, 2008 at 8:53 am

Mark, it seems Democracy has not arrived at ASCAP´s shores! Your note is very informative specially for us, non-American people. Best

By George Whitty on October 22nd, 2008 at 6:56 pm

Hi, Mark:

How does ASCAP’s board selection process compare to BMI’s board election?

By James Watson on December 15th, 2008 at 11:29 am

Hello Mark,
This is a bad way to lead by example.What if this trend trickles in the wrong hand?
I’m pretty sure members of this organization are not pleased (if aware) of the way things
are handled in office.

By Old-Fiddle on January 22nd, 2009 at 8:25 am

I live in the UK and so I am a member of PRS.
I find it hard to believe that the rank and file members of ASCAP tolerate this. They don’t HAVE to join ASCAP. There are alternatives. It’s not as if ASCAP have a good track record for getting the best deals for their members. They are responsible for the fact that Composers do not get paid royalties for music played in cinemas in the USA. I believe the USA is the only country in the world where this occurs.

Leave a Comment